Common use of Restrictions on Sales of Control of the Company Clause in Contracts

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of a majority in voting power of the Preferred Stock then outstanding and the holders of a majority of the Series D Convertible Preferred Stock then outstanding elect otherwise by written notice given to the Company at least 10 days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder Shareholder shall be a party to any Stock Share Sale unless all holders of Preferred Stock Shares are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation Amended Articles in effect immediately prior to the Stock Share Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of a majority in voting power of the Preferred Stock then outstanding and the holders of at least a majority of the Series D Convertible A Preferred Stock then outstanding Shares and the Series A-l Preferred Shares (acting together as a single class) elect otherwise by written notice given to the Company at least 10 ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Restated Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of a majority in voting power of the Preferred Stock then outstanding and the holders of at least a majority of the then outstanding shares of Series D Convertible A Preferred Stock, Series B Preferred Stock then outstanding and Series C Preferred Stock, voting together as a single class on an as-converted basis, elect otherwise by written notice given to the Company at least 10 ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless (a) all holders of Preferred Stock are allowed to participate in such transaction transaction(s) and (b) the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Restated Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event)Sale, unless the holders of a majority in voting power at least the requisite percentage required to waive such treatment of the Preferred Stock then outstanding and transaction(s) pursuant to the holders of a majority terms of the Series D Convertible Preferred Stock then outstanding Restated Certificate, elect otherwise to allocate the consideration differently by written notice given to the Company at least 10 ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder Shareholder shall be a party to any Stock Sale unless all holders of the Preferred Stock Shares are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate Articles of Incorporation of the Company in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of a majority in voting power of the Preferred Stock then outstanding and the holders of at least a majority of the Series D Convertible Preferred Stock then outstanding Shares, voting together as a single class, elect otherwise by written notice given to the Company at least 10 ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of a majority in voting power of the Preferred Stock then outstanding (voting together as a single class and the holders of a majority of the Series D Convertible Preferred Stock then outstanding on an as-converted basis) elect otherwise by written notice given to the Company at least 10 ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless (i) the holders of a majority in voting power of the Preferred Stock then outstanding Selling Investors and (ii) the holders of a majority of the outstanding shares of Series D Convertible C Preferred Stock then outstanding elect otherwise by written notice given to the Company at least 10 ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of a majority in voting power more than the Appropriate Percentage of the shares of Common Stock then issuable upon conversion of the then outstanding shares of Preferred Stock then outstanding and the holders of a majority of the Series D Convertible Preferred Stock then outstanding elect otherwise by written notice given to the Company at least 10 five (5) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation (including any Certificate of Designation) in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of a majority in voting power of the Preferred Stock then outstanding and the holders of a majority of the Series D Convertible A-1 Preferred Stock then outstanding Stock, voting as a single class on an as-converted basis, elect otherwise by written notice given to the Company at least 10 ten (10) days prior to the effective date of any such transaction or series of related transactions.

Restrictions on Sales of Control of the Company. No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of a majority in voting power of the Preferred Stock then outstanding and the holders of at least a majority of the Series D Convertible A Preferred Stock then outstanding (voting together as a single class on an as-converted to Common Stock basis) elect otherwise by written notice given to the Company at least 10 days prior to the effective date of any such transaction or series of related transactions.